MIRVAC GROUP ANNUAL REPORT 2015 2015 REPORT ANNUAL Mirvac Group Annual Report for the Year Ended 30 June 2015
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MIRVAC GROUP MIRVAC MIRVAC GROUP ANNUAL REPORT ANNUAL REPORT 2015 REPORT ANNUAL REPORT 2015 ANNUAL REPORT 2015 REPORT ANNUAL MIRVAC PROPERTY TRUST PROPERTY MIRVAC Mirvac Group Annual Report For the year ended 30 June 2015 Mirvac Group comprises Mirvac Limited (ABN 92 003 280 699) and its controlled entities (including Mirvac Property Trust (ARSN 086 780 645) and its controlled entities). Contents Page Directors’ report 01 Remuneration report 11 Auditor’s independence declaration 31 Financial statements 32 Directors’ declaration 97 Independent auditor’s report to the members of Mirvac Limited 98 Securityholder information 100 Glossary of acronyms 101 Directory 102 MIRVAC GROUP ANNUAL REPORT 2015 Directors’ report The Directors of Mirvac Limited present their report, together with the consolidated report of Mirvac Group (“Mirvac” or “Group”) for the year ended 30 June 2015. Mirvac comprises Mirvac Limited (“parent entity” or “company”) and its controlled entities, which includes Mirvac Property Trust (“MPT” or “Trust”) and its controlled entities. Directors The following persons were Directors of Mirvac Limited during the whole of the year and up to the date of this report, unless otherwise stated: — John Mulcahy — Susan Lloyd-Hurwitz — Christine Bartlett (appointed 1 December 2014) — Peter Hawkins — Samantha Mostyn (appointed 1 March 2015) — James M. Millar AM — John Peters — Elana Rubin. Principal activities The principal continuing activities of Mirvac consist of real estate investment, development and investment management. Mirvac has two core divisions: Investment (comprising MPT) and Development (comprising residential and commercial development). There are also two business units, Mirvac Investment Management which comprises third party capital management (Mirvac Capital (“Capital”)); and the property asset management business (Mirvac Asset Management (“MAM”)). Dividends/distributions Dividends/distributions paid to stapled securityholders during the year were as follows: 2015 2014 $m $m June 2014 half yearly dividends/distributions paid on 28 August 2014: 4.60 cents per stapled security (“CPSS”) 169.8 June 2013 half yearly dividends/distributions paid on 26 July 2013: 4.50 CPSS 164.9 December 2014 half yearly dividends/distributions paid on 26 February 2015: 4.50 CPSS 166.4 December 2013 half yearly dividends/distributions paid on 27 February 2014: 4.40 CPSS 161.3 Total dividends/distributions paid 336.2 326.2 The June 2015 half yearly dividend/distribution of 4.90 CPSS totalling $181.2m is payable on 26 August 2015. Dividends/distributions paid and payable by Mirvac for the year ended 30 June 2015 totalled $347.6m, being 9.40 CPSS (2014: $331.1m — 9.00 CPSS). The payments for the year ended 30 June 2015 and the previous year were distributions made by the Trust. Operating and financial review The statutory profit after tax attributable to the stapled securityholders of Mirvac for the year ended 30 June 2015 was $609.9m (2014: $447.3m). The operating profit (profit before specific non-cash and significant items) was $454.8 (2014: $437.8m) which is within the market guidance provided previously. Operating profit is a financial measure which is not prescribed by Australian Accounting Standards (“AAS”) and represents the profit under AAS adjusted for specific non-cash items and significant items. The Directors consider operating profit to reflect the core earnings of the Group. The following table summarises key reconciling items between statutory profit after tax attributable to the stapled securityholders of Mirvac and operating profit. The operating profit information in the table has not been subject to any specific audit procedures by the Group’s auditor but has been extracted from note 1 to the accompanying financial statements for the year ended 30 June 2015, which have been subject to audit; refer to pages 98 and 99 for the auditor’s report on the financial statements. MIRVAC GROUP ANNUAL REPORT 2015 01 Directors’ report Operating and financial review / continued 2015 2014 $m $m Profit attributable to the stapled securityholders of Mirvac 609.9 447. 3 Specific non-cash items Net gain on fair value of investment properties and investment properties under construction (“IPUC”) (140.8) (48.8) Net loss on fair value of derivative financial instruments and associated foreign exchange movements 1 10.0 15.8 Security based payments (“SBP“) expense 2 5.6 6.5 Depreciation of owner-occupied properties (“OOP”) 3 6.1 5.9 Straight-lining of lease revenue 4 (5.3) (12.2) Amortisation of lease fitout incentives 3 9.3 10.3 Net gain on fair value of investment properties, derivatives and other specific non-cash items included in share of net profit of joint ventures and associates (“JVA”) 5 (29.8) (19.6) Significant items Impairment of loans, investments and inventories (0.2) (1.2) Restructuring costs 2, 6 6.8 — Impairment of goodwill — 24.5 Net (gain)/loss from sale of non-aligned assets 7 (16.1) 6.0 Tax effect Tax effect of non-cash and significant adjustments 8 (0.7) 3.3 Operating profit (profit before specific non-cash and significant items) 454.8 437.8 Financial, capital management — restructured the Group’s revolving syndicated bank loan and operational highlights on more favourable terms and reduced the amount of debt maturing in any one year. The facility now totals $1,400.0m Key financial highlights for the year ended 30 June 2015: (June 2014: $1,388.0m), with $200.0m maturing in FY17, — profit attributable to the stapled securityholders of Mirvac $350.0m maturing in FY18, $300.0m maturing in FY19, increased to $609.9m from $447.3m (June 2014); $300.0m maturing in FY20 and $250.0m maturing in FY21; and — operating profit after tax of $454.8m 9 (June 2014: $437.8m), — continued to comfortably meet all debt covenants. representing 12.3 cents per stapled security (“CPSS”); Key operational highlights for the year ended 30 June 2015: — operating cash inflow of $412.7m, which is consistent with 12 the prior year; — acquired $527.0m of key strategic assets in the Investment portfolio, including Birkenhead Point Outlet Centre, Sydney — gearing remained within the Group’s target range of 20.0 NSW and a portfolio of industrial assets from Altis Real Estate 10 to 30.0 per cent at 24.3 per cent ; Equity Partnership Fund No. 1 (“Altis”); — distributions of $347.6m, representing 9.40 CPSS; and — acquired $412.8m of future residential development — net tangible assets (“NTA”) 11 per stapled security of $1.74, projects in key locations, and acquired Leighton up from $1.66 (June 2014). Properties Pty Limited’s 50.0 per cent interest in the Green Square Consortium; Key capital management highlights for the year ended 30 June 2015: — entered into an agreement with unlisted property fund manager ISPT Pty Ltd (“ISPT”) for the sale of a 50.0 per cent — maintained strong liquidity with $539.6m of cash and undrawn interest in 2 Riverside Quay, Melbourne VIC, for a total committed bank facilities held and with no debt maturities consideration of $106.0m 13. ISPT will fund 50.0 per cent of the until September 2016; total development costs throughout the construction period; — reduced average borrowing costs to 5.2 per cent per annum — disposed of seven assets, comprising five office assets and (including margins and line fees), while maintaining weighted two retail assets for a combined total of $406.7m. This follows average debt maturity at 4.3 years; the disposal of seven assets sold to an affiliate of Blackstone Real Estate Asia (“Blackstone”) in July 2014, in addition to a 50.0 per cent interest in 275 Kent Street, Sydney NSW, as outlined in the FY14 Annual Report; 1) Total of Gain and Loss on fair value of derivative financial instruments and Foreign exchange loss in the consolidated statement of comprehensive income (“SoCI”). 2) Included within Employee benefits expenses in the consolidated SoCI. 3) Included within Depreciation and amortisation expenses in the consolidated SoCI. 4) Included within Investment properties rental revenue in the consolidated SoCI. 5) Included within Share of net profit of JVA accounted for using the equity method in the consolidated SoCI. 6) Included within Other expenses in the consolidated SoCI. 7) Included within Net gain on sale of assets in the consolidated SoCI. 8) Included in Income tax expense in the consolidated SoCI. 9) Excludes specific non-cash items, significant items and related taxation. 10) Net debt (at foreign exchange hedged rate) excluding leases/(total tangible assets — cash). 11) NTA per stapled security, based on ordinary securities including Employee Incentive Scheme (“EIS”) securities. 12) Pre-transaction costs. 13) The sale price is calculated on the basis of rents determined under the PwC Agreement for Lease, Wilson and MPT car parking leases, and the target net annual rents for the residual unlet space. 02 MIRVAC GROUP ANNUAL REPORT 2015 Financial, capital management and operational Key operational highlights for Investment for the year ended highlights / continued 30 June 2015: — entered into an exclusive dealing period with financial- — achieved 2.6 per cent like-for-like net operating income growth; services provider, Westpac, to finalise documentation for — maintained high occupancy at 96.5 per cent 8; a new lease agreement at 275 Kent Street, Sydney NSW; — total investment property revaluations provided a net uplift — maintained strong portfolio occupancy of 96.5 per cent of $146.2m 9 (or 2.3 per cent) over the previous book value within the Investment portfolio 1; for the 12